Special Purpose Companies (SPVs)

Special Purpose Vehicles (SPVs), also known as Special Purpose Entities (SPEs) and Special Purpose Companies (SPCs) are designed to isolate financial and legal risk. By ring-fencing assets and liabilities, such as shares of local companies, buying real estate, or registering intellectual property, into a holding company structure, an SPV reduces any negative financial impact upon the parent company and its investors as it operates its own balance sheet. It may also be used to undertake a risky venture, as its legal status as a separate company makes its obligations secure even if the parent company goes bankrupt.
Such companies must be registered through the registered agents and are not engaged in the local businesses. These companies do not have a separate office or provisions to have residency visas under the company. The registered agent’s address is the address of such companies.

An SPV company can hold shares of a local UAE company, which can help the investors or business owners in structuring their local business. This can also be used in joint venture projects wherein two different SPVs can own a local company to complete the project.

Also, an SPV can hold real estate property or a portfolio of properties under one holding company for centralised ownership or management. An SPV can register trademarks and other Intellectual Property under its name to protect the IP assets of the company and also they can enter into agreements with other companies to use their IP, in return for the royalties and the fees.

Following are the four jurisdictions in the UAE where an SPV can be registered:
  • DIFC SPVs are non-regulated companies carrying out a specific activity. Accordingly, SPVs do not undertake any Financial Services, and only undertake Exempt Activities as defined in the DIFC’s Special Purpose Companies Regulations.  If an SPV carries out any activities other than Exempt Activities, the Registrar of Companies (RoC) is entitled to revoke the status of the company as an SPV, following which the company will be subject to all provisions of the Laws.
  • ADGM’s SPV is flexible, robust and efficient, benchmarked against leading alternatives around the world. Easy-to-use and with a fully digital registration process, the ADGM SPV offers straightforward reporting requirements and transparent pricing.  It is a requirement that all ADGM SPVs demonstrate an appropriate link to ADGM, the UAE and/or the GCC Region. Catering to the needs of a broad range of business types, uses and industry sectors, the SPV regime is adopted by businesses, individuals, and the advisory community for a wide variety of purposes.
  • JAFZA’s SPV can be established with a minimum one shareholder with no restriction on the maximum number of shareholders. It can be individually or non-individually owned and also a combination of individual or corporate body. The resulting SPV is a limited liability company registered with the JAFZA authority with liability limited to the share capital of the company. The company must be registered through a registered agent of JAFZA.
  • RAK International Corporate Center (RAKICC) is a corporate registry in Ras Al Khaimah, UAE. Responsible for the registration of International  Business companies in RAK, an SPV can be registered with limited liability and specific purpose.  These companies must carry out the business which is mentioned as per the memorandum of the company and should not engage in any other business activity.

Let's get in touch

Give us a call or fill in the form below and we will contact you. We endeavor to answer all inquiries within 24 hours.

Set Up Your Business In UAE Today!